KUSH BOTTLES, INC. (OTCMKTS:KSHB) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On May 3, 2018, Kush Bottles, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form8-K”) reporting, among other items, that on May 2, 2018, the Company completed its previously announced acquisition of Summit Innovations, Inc. (“Summit”). to the terms of the Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Summit, KCH Energy, LLC, a wholly owned subsidiary of the Company (“Merger Sub”) and Mark Driver, in his capacity as Member Representative, Summit merged with and into Merger Sub, with Merger Sub surviving the merger as a wholly-owned subsidiary of the Company. This Amendment No. 1 to Current Report on Form 8-K amends the Original Form 8-K to provide (i) the historical audited financial statements of Summit and (ii) the pro forma condensed combined financial information as required by Items 9.01(a) and 9.01(b) of Current Report on Form 8-K, respectively. Such financial information was excluded from the Original Form 8-K in reliance on the instructions to such Items.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired.
The audited financial statements of Summit as of February 28, 2018 and for the year ended February 28, 2018 are filed herewith as Exhibit 99.2 and are incorporated herein by reference. The consent of RBSM LLP, the Company’s independent registered public accounting firm, is attached as Exhibit 23.1 to this Amendment No. 1 to Current Report on Form 8-K.
(b) Pro Forma Financial Information.
The unaudited pro forma combined condensed financial information of the Company and Summit as of February 28, 2018, and for the year ended February 28, 2018 are filed herewith as Exhibit 99.3 and are incorporated herein by reference.
(d) Exhibits.
| Exhibit Number | Title | |
| 2.1*† | Agreement and Plan of Merger, dated April 10, 2018, by and among Kush Bottles, Inc., KCH Energy, LLC, Summit Innovations, LLC and Mark Driver (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Kush Bottles, Inc. on April 10, 2018). | |
| 2.2† | Amendment to Agreement and Plan of Merger, dated May 2, 2018, by and among Kush Bottles, Inc., KCH Energy, LLC, Summit Innovations, LLC and Mark Driver. | |
| 23.1 | Consent of Independent Registered Public Accounting Firm | |
| 99.1† | Kush Bottles, Inc. Press Release dated May 3, 2018. | |
| 99.2 | Audited financial statements of Summit Innovations, LLC as of February 28, 2018 and for the year ended February 28, 2018. | |
| 99.3 | Unaudited pro forma condensed consolidated financial information of Kush Bottles, Inc. and Summit Innovations, LLC as of and for the year ended February 28, 2018. |
| * | Schedules (and similar attachments) have been omitted to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish to the Securities and Exchange Commission a copy of such schedules and exhibits, or any section thereof, upon request. |
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KUSH BOTTLES, INC. | |
| (Registrant) | |
| June 5, 2018 | /s/ Nicholas Kovacevich |
| (Date) | Nicholas Kovacevich Chairman and Chief Executive Officer |
INDEX TO EXHIBITS
| Exhibit Number | Title | |
| 2.1*† | Agreement and Plan of Merger, dated April 10, 2018, by and among Kush Bottles, Inc., KCH Energy, LLC, Summit Innovations, LLC and Mark Driver (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Kush Bottles, Inc. on April 10, 2018). | |
| 2.2† | Amendment to Agreement and Plan of Merger, dated May 2, 2018, by and among Kush Bottles, Inc., KCH Energy, LLC, Summit Innovations, LLC and Mark Driver. | |
| 23.1 | Consent of Independent Registered Public Accounting Firm | |
| 99.1† | Kush Bottles, Inc. Press Release dated May 3, 2018. | |
| 99.2 | Audited financial statements of Summit Innovations, LLC as of February 28, 2018 and for the year ended February 28, 2018. | |
| 99.3 | Unaudited pro forma condensed consolidated financial information of Kush Bottles, Inc. and Summit Innovations, LLC as of and for the year ended February 28, 2018. |
| * | Schedules (and similar attachments) have been omitted Kush Bottles, Inc. ExhibitEX-23.1 2 tv495769_ex23-1.htm EXHIBIT 23.1 Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors Kush Bottles,…To view the full exhibit click hereAbout KUSH BOTTLES, INC. (OTCMKTS:KSHB) Kush Bottles, Inc. markets and sells packaging products and solutions to customers operating in the regulated medical and recreational cannabis industries. The Company specializes in the wholesale distribution of packaging supplies and customized branding solutions for the cannabis industry. Its packaging business primarily consists of bottles, bags, tubes, and containers. It offers labeling and customization capabilities to its customers’ packaging design processes. Its products are utilized by local urban farmers, green house growers, and medical and recreational cannabis dispensaries. It sells primarily into the business-to-business market, which includes legally operating medical and adult-use dispensaries, growers, and marijuana infused product (MIP) producers in states with marijuana programs. It provides packaging solutions in the form of a bag. It provides smaller sized containers composed of either polystyrene, silicone-lined polystyrene or glass. |
